GmbH Share Capital in Germany 2026: €25,000, of Which €12,500 Before Registration

A GmbH needs at least €25,000 in share capital (Stammkapital, § 5(1) GmbHG). Before the filing with the commercial register, at least €12,500 of it must have arrived in the GmbH's business account, with at least a quarter paid in on every individual share (§ 7(2) GmbHG).

Key Points

• Minimum capital: €25,000 for every GmbH, even with a single shareholder. There is no maximum.
• Before registration: at least €12,500 in total and at least 25% on every share. Both rules apply at the same time.
• From €50,000 share capital the quarter rule decides: with €100,000 you pay in €25,000 before the filing.
• Use: after registration the GmbH may spend the money on anything that serves the business. Payments to shareholders that eat into the share capital are forbidden (§ 30 GmbHG).
• False declaration: a false statement to the register court about the payment can mean up to three years in prison (§ 82 GmbHG).
• UG instead of GmbH: from €1, but paid in full in cash and with a 25% profit reserve until €25,000 is reached (§ 5a GmbHG).

Share Capital, Contribution, Start-Up Capital: the Terms

• Share capital (Stammkapital) is the sum of all shares in the articles of association, at least €25,000. On the balance sheet it is called "Gezeichnetes Kapital" (subscribed capital).
• Contribution (Stammeinlage) is what one shareholder pays for their share. Each share must be a whole euro amount (§ 5(2) GmbHG).
• Start-up capital is not a legal term. It usually means all the money you need to start: share capital plus formation costs plus cash for the first months.

More than €25,000 is allowed and sometimes useful, for example when banks or large customers look at equity. Keep in mind that notary fees rise with the capital, and reducing it later is a lot of work.

How Much Must Be Paid In Before Registration?

§ 7(2) GmbHG requires two things at once:

1. At least a quarter of the nominal amount is paid in on every share.
2. At least €12,500, half the minimum capital, is paid in in total.

The managing director declares to the register court that the contributions have been made and are at their final free disposal (§ 8(2) GmbHG).

Worked Examples: What Each Shareholder Pays

How to read it: at €25,000 the quarters add up to only €6,250, so the €12,500 floor decides. At €50,000 both limits are exactly equal. Above that the quarter rule decides, and you pay in more than €12,500 before the filing.

Splitting by ownership is common but not required. If one shareholder pays more than their quarter, every other shareholder still has to pay their own quarter.

Paying In the Share Capital: Six Steps

1. Notarise the articles. The "GmbH in formation" only exists after the notary appointment. With the Musterprotokoll this is cheapest for up to three shareholders and one managing director.
2. Open a business account. The account is opened for the "GmbH in formation", and the bank needs the deed. Our analysis of bank connections in Norman (data through September 2026) shows where companies bank: about 31% of UGs and GmbHs have a Qonto account connected, about 15% one at a Sparkasse, about 14% at Finom and about 11% at Vivid. The sample reflects digitally run businesses and over-represents neobanks. More in the bank monitor and the guide to the GmbH business account. With the code NORMAN50 you get a €50 bonus on your Qonto account.
3. Transfer. Each shareholder transfers their contribution from their own account, with a reference such as "Stammeinlage share no. 1, Max Muster". Cash at the counter only makes the proof harder.
4. Get the proof. A bank statement or a bank confirmation shows the receipt, the amount and the payer. Many register courts ask for it, others only on request.
5. Make the declaration. In the register filing, the managing director declares that the contributions are paid and at their free disposal.
6. File. The notary submits the filing electronically to the commercial register. Registration usually takes 2 to 6 weeks.

Mistakes That Make You Pay Twice

The rule behind it: a cash contribution has to arrive in the GmbH as money and stay there until the GmbH spends it for its own purposes. If you want to contribute an asset, do it openly as a contribution in kind.

Cash or Contribution in Kind?

A contribution in kind must be named in the articles, and the register court checks its value. If the asset is worth less than the share, the shareholder pays the difference in cash (§ 9 GmbHG). For most founders cash is the faster route.

What May You Spend the Share Capital On?

Share capital is not frozen in the account. After registration it is business assets like any other: rent, a laptop, software, marketing and a reasonable managing director salary may all be paid from it. Under the Musterprotokoll the GmbH bears formation costs up to €300; how to deduct them is in the guide to GmbH formation costs.

§ 30 GmbHG draws the line: no money to shareholders if this pushes net assets below the share capital. This includes hidden routes such as an excessive salary for a shareholder-director, private spending through the company or a loan to you without market interest and security. For tax purposes this often becomes a hidden profit distribution.

Share Capital in the Books

Subscribed capital is always booked at its full nominal amount, even when only half is paid. For a GmbH with €25,000 share capital where two shareholders pay €6,250 each:

On the balance sheet, the uncalled part is deducted openly from subscribed capital (§ 272(1) HGB):

Once the shareholders' meeting calls in the rest, it becomes a receivable of the GmbH from the shareholders until the money arrives. The first balance sheet with these numbers is the opening balance sheet, which the tax office requires electronically as an E-Bilanz.

When Losses Eat Up the Capital

• Half lost: if a balance sheet shows that half the share capital is lost, the managing director must call a shareholders' meeting without delay (§ 49(3) GmbHG).
• Illiquid: file for insolvency within three weeks at the latest (§ 15a(1) InsO).
• Over-indebted: file for insolvency within six weeks at the latest (§ 15a(1) InsO).

What counts is balance-sheet equity, not the account balance. If you book every month, you see the threshold coming instead of finding it in the annual accounts.

GmbH or UG: the Share Capital Difference

In practice hardly anyone forms a UG with €1: notaries do not accept it, and the formation costs would use up the capital at once. How much makes sense is in the guide to forming a UG. Later you top up with a capital increase and convert the UG into a GmbH.

How to Do It with Norman

1. Start the formation. Under "Company creation" you choose GmbH, the company name and the business purpose. Norman searches the commercial register for similar names.
2. Add shareholders and share capital. You enter shareholders, shares and share capital, and Norman checks whether the Musterprotokoll fits your data. With "Generate documents" you get the Musterprotokoll and the shareholder list as PDF and Word files.
3. Request a notary. With "Request notary matching" the Norman team finds a notary, in person or online, and coordinates the appointment.
4. Tick off the account and the deposit. In the formation checklist you compare our partner banks' business accounts with "See the offers" and tick off the deposit, the proof and the HRB number.
5. Bookkeeping from day one. With "Fill in the tax questionnaire" you submit the questionnaire via ELSTER, then the opening balance sheet. Norman books the deposit in a GoBD-compliant way, and you see your equity at all times.

What it costs: formation support is free. With the startup package, a one-time €199 adds 12 months of Norman Max: VAT returns, corporate and trade tax and the annual accounts with E-Bilanz, which you file straight from the app. After that Max costs €39 a month, billed yearly, while a tax advisor often charges €200–800 a month for the bookkeeping alone. Form your GmbH with Norman.